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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-QSB

(Mark One)



|[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002.
|--- | --------------------------------------------------------------------------------------------------------------------------------------

OR



|[   ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION FROM ___________ TO ___________ .
|----- | ---------------------------------------------------------------------------------------------------------------------------------------

COMMISSION FILE NUMBER 000-26175

DISCOVERY INVESTMENTS, INC.




(Exact name of registrant as specified in its charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Nevada                                                         |  | 88-0409151                          
|                                                               |  |                                     
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)

|                                                      |  |           
|----------------------------------------------------- |  | ----------
|6767 W. Tropicana Avenue, Suite 207
Las Vegas, Nevada |  | 89103     
|                                                      |  |           
|(Address of principal executive offices)              |  | (Zip Code)

Issuers telephone number: (702) 248-1047

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]  No [   ]

State the number of shares outstanding of each of the issuers classes of
common equity, as of the latest practicable date:

| |                                                                                                              
| | -------------------------------------------------------------------------------------------------------------
| | At March 31, 2002, there were outstanding 2,199,881 shares of the
Registrants Common Stock, $.001 par value.

Transitional Small Business Disclosure Format: Yes [   ] No [X]

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TABLE OF CONTENTS



|                             |                                                                                               |                                    |  |  |  |  |  | 
|---------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------- |  |  |  |  |  | 
|PART I FINANCIAL INFORMATION
|                             | Item I. Financial Statements                                                                 
|                             | Independent Accountants Report                                                              
|                             |                                                                                               | BALANCE SHEETS                    
|                             |                                                                                               | STATEMENTS OF INCOME              
|                             |                                                                                               | STATEMENTS OF STOCKHOLDERS EQUITY
|                             |                                                                                               | STATEMENTS OF CASH FLOWS          
|                             |                                                                                               | NOTES TO FINANCIAL STATEMENTS     
|                             | Item II Managements Discussion and Analysis of Financial Condition and Results of Operations
|                             | Item III Qualitative and Quantitative Disclosures About Market Risk.                         
|PART II OTHER INFORMATION   
|                             | Item 1  Legal Proceedings                                                                   
|                             | Item 2  Changes in the Rights of the Companys Security Holders                             
|                             | Item 3   Defaults by the Company on its Senior Securities                                   
|                             | Item 4   Submission of Matter to Vote of Security Holders                                   
|                             | Item 5   Other Information                                                                  
|                             | Item 6  Exhibits and Reports on Form 8-K                                                    
|SIGNATURE                   
|EX-23.1                     



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##### Table of Contents









PART I

FINANCIAL INFORMATION

Item I. Financial Statements

CONTENTS

|                                                            |                                    |  |   |      | 
|----------------------------------------------------------- | ---------------------------------- |  | - | ---- | 
|INDEPENDENT ACCOUNTANTS REPORT ON THE FINANCIAL STATEMENTS |                                    |  | 3 |     
|                                                           
|                                                           
|                                                           
|                                                           
|FINANCIAL STATEMENTS                                        |                                    |  |   |     
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Balance Sheets                     |  |   | 4    | 
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Statements of Income               |  |   | 5    | 
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Statements of Stockholders Equity |  |   | 6    | 
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Statements of Cash Flows           |  |   | 7-8  | 
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Notes to Financial Statements      |  |   | 9-14 | 

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Independent Accountants Report

To the Board of Directors
Discovery Investments, Inc.
Las Vegas, Nevada

I have reviewed the accompanying balance sheet of Discovery
Investments, Inc. (a Development Stage Company) as of March 31,
2002 and the related statements of operations, stockholders
equity, and cash flows for the three-month period then ended.
These financial statements are the responsibility of the Companys
management.

I conducted my review in accordance with standards established by
the American Institute of Certified Public Accountants. A review
of interim financial information consists principally of applying
analytical procedures to financial data and making inquiries of
persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which
is the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, I do not express such an opinion.

Based on my review, I am not aware of any material modifications
that should be made to the accompanying financial statements for
them to be in conformity with generally accepted accounting
principles.

Kyle L. Tingle
Certified Public Accountant

May 22, 2002
Henderson, Nevada

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DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
BALANCE SHEETS
See Accountants Report
(Restated)

|                                     |                                                                                       |                                        |                            |                                            |       |           |   |              |       |              |           |            |       |            |   | 
|------------------------------------ | ------------------------------------------------------------------------------------- | -------------------------------------- | -------------------------- | ------------------------------------------ | ----- | --------- | - | ------------ | ----- | ------------ | --------- | ---------- | ----- | ---------- | - | 
|                                     |                                                                                       |                                        |                            |                                            |       | March 31, |   | December 31, |       | December 31,
|                                     |                                                                                       |                                        |                            |                                            |       | 2002      |   | 2001         |       | 2000        
|                                     |                                                                                       |                                        |                            |                                            |       |           |   |              |       |             
|ASSETS                              
|                                    
|                                    
|                                    
|                                    
|CURRENT ASSETS                       |                                                                                       | $                                      | 0                          |                                            |       | $         | 0 |              |       | $            | 0         |           
|                                     |                                                                                       |                                        |                            |                                            |       |           |   |              |       |              |           |           
|                                     |                                                                                       |                                        | Total current assets       |                                            | $     | 0         |   |              | $     | 0            |           |            | $     | 0          |  
|                                     |                                                                                       |                                        |                            |                                            |       |           |   |              |       |              |           |           
|                                     |                                                                                       |                                        |                            | Total assets                               |       | $         | 0 |              |       | $            | 0         |            |       | $          | 0 | 
|                                     |                                                                                       |                                        |                            |                                            |       |           |   |              |       |              |           |           
|                                    
|                                    
|                                    
|                                    
|LIABILITIES AND STOCKHOLDERS EQUITY
|                                    
|                                    
|                                    
|                                    
|CURRENT LIABILITIES                  |                                                                                       |                                        |                            |                                            |       |           |   |              |       |              |           |           
|                                     | Short term notes payable                                                              |                                        | $                          | 0                                          |       |           | $ | 0            |       |              | $         | 0          |      
|                                     | Accounts payable                                                                      |                                        |                            | 2,624                                      |       |           |   | 2,136        |       |              |           | 0          |      
|                                     | Interest payable                                                                      |                                        |                            | 0                                          |       |           |   | 0            |       |              |           | 0          |      
|                                     | Officers advances                                                                    |                                        |                            | 51,000                                     |       |           |   | 50,000       |       |              |           | 0          |      
|                                     |                                                                                       |                                        |                            |                                            |       |           |   |              |       |              |           |           
|                                     |                                                                                       |                                        | Total current liabilities  |                                            | $     | 53,624    |   |              | $     | 52,136       |           |            | $     | 0          |  
|                                     |                                                                                       |                                        |                            |                                            |       |           |   |              |       |              |           |           
|LONG TERM DEBT                       |                                                                                       | $                                      | 0                          |                                            |       | $         | 0 |              |       | $            | 0         |           
|                                     |                                                                                       |                                        |                            |                                            |       |           |   |              |       |              |           |           
|Liabilities Subject to Compromise    |                                                                                       | $                                      | 0                          |                                            |       | $         | 0 |              |       | $            | 1,896,293 |           
|                                     |                                                                                       |                                        | Total liabilities          |                                            | $     | 53,624    |   |              | $     | 52,136       |           |            | $     | 1,896,293  |  
|                                     |                                                                                       |                                        |                            |                                            |       |           |   |              |       |              |           |           
|STOCKHOLDERS EQUITY                 |                                                                                       |                                        |                            |                                            |       |           |   |              |       |              |           |           
|                                     | Common stock: $0.001 par value;
authorized 25,000,000 shares;
issued and outstanding: |                                        |                            |                                            |       |           |   |              |       |              |           |            |      
|                                     |                                                                                       | 2,100,000 shares at December 31, 2000; |                            |                                            |       |           |   |              |       |              |           |            | 2,100 |           
|                                     |                                                                                       | 2,199,881 shares at December 31, 2001  |                            |                                            |       |           |   |              | 2,200 |              |           |            |       |           
|                                     |                                                                                       | 2,199,881 shares at March 31, 2002     |                            |                                            | 2,200 |           |   |              |       |              |           |            |       |           
|                                     | Additional Paid In Capital                                                            |                                        |                            | 0                                          |       |           |   | 0            |       |              |           | 0          |      
|                                     | Accumulated deficit during development stage                                          |                                        |                            | (55,824                                    | )     |           |   | (54,336      | )     |              |           | (1,898,393 | )    
|                                     |                                                                                       |                                        |                            |                                            |       |           |   |              |       |              |           |           
|                                     |                                                                                       |                                        | Total stockholders equity |                                            | $     | (53,624   | ) |              | $     | (52,136      | )         |            | $     | (1,898,393 | )
|                                     |                                                                                       |                                        |                            |                                            |       |           |   |              |       |              |           |           
|                                     |                                                                                       |                                        |                            | Total liabilities and
stockholders equity |       | $         | 0 |              |       | $            | 0         |            |       | $          | 0 | 
|                                     |                                                                                       |                                        |                            |                                            |       |           |   |              |       |              |           |           

See Accompanying Notes to Financial Statements.

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DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
STATEMENTS OF INCOME
See Accountants Report
(Restated)

|                                                          |                                  |                                                         |        |                    |           |             |          |                |           |              |           |           |           |   |          |          |           |   |            |            |            |  
|--------------------------------------------------------- | -------------------------------- | ------------------------------------------------------- | ------ | ------------------ | --------- | ----------- | -------- | -------------- | --------- | ------------ | --------- | --------- | --------- | - | -------- | -------- | --------- | - | ---------- | ---------- | ---------- | -
|                                                          |                                  |                                                         |        | Three Months Ended |           | Years Ended |          | Sept 10, 1996 
|                                                          |                                  |                                                         |        |                    |           |             |          | (inception) to
|                                                          |                                  |                                                         |        | March 31,          |           | March 31,   |          | December 31,   |           | December 31, |           | March 31,
|                                                          |                                  |                                                         |        | 2002               |           | 2001        |          | 2001           |           | 2000         |           | 2002     
|                                                          |                                  |                                                         |        |                    |           |             |          |                |           |              |           |          
|Revenues                                                  |                                  | $                                                       | 0      |                    |           | $           | 0        |                |           | $            | 0         |           |           | $ | 0        |          |           | $ | 0          |           
|Cost of revenue                                           |                                  |                                                         | 0      |                    |           |             | 0        |                |           |              | 0         |           |           |   | 0        |          |           |   | 0          |           
|                                                          |                                  |                                                         |        |                    |           |             |          |                |           |              |           |           |           |   |          |          |           |   |            |           
|                                                          |                                  | Gross profit                                            |        | $                  | 0         |             |          | $              | 0         |              |           | $         | 0         |   |          | $        | 0         |   |            | $          | 0          |  
|General, selling and
administrative expenses              |                                  |                                                         | 1,488  |                    |           |             | 1,075    |                |           |              | 11,579    |           |           |   | 194,639  |          |           |   | 1,725,460  |           
|                                                          |                                  |                                                         |        |                    |           |             |          |                |           |              |           |           |           |   |          |          |           |   |            |           
|                                                          |                                  | Operating (loss)                                        |        | $                  | (1,488    | )           |          | $              | (1,075    | )            |           | $         | (11,579   | ) |          | $        | (194,639  | ) |            | $          | (1,725,460 | )
|Nonoperating income (expense)
Interest expense            |                                  |                                                         | 0      |                    |           |             | (40,500  | )              |           |              | (98,753   | )         |           |   | (161,000 | )        |           |   | (284,753   | )         
|                                                          |                                  |                                                         |        |                    |           |             |          |                |           |              |           |           |           |   |          |          |           |   |            |           
|(Loss) before reorganization items
and extraordinary item |                                  | $                                                       | (1,488 | )                  |           | $           | (41,575) |                |           | $            | (110,332  | )         |           | $ | (355,639 | )        |           | $ | (2,010,213 | )         
|Reorganization items (Note 2)                             |                                  |                                                         | 0      |                    |           |             | 0        |                |           |              | (30,858   | )         |           |   | 0        |          |           |   | (30,858    | )         
|                                                          |                                  |                                                         |        |                    |           |             |          |                |           |              |           |           |           |   |          |          |           |   |            |           
|                                                          | (Loss) before extraordinary item |                                                         | $      | (1,488             | )         |             | $        | (41,575        | )         |              | $         | (141,190  | )         |   | $        | (355,639 | )         |   | $          | (2,041,071 | )         
|Extraordinary gain on prepetition debt
discharge (Note 2) |                                  | $                                                       | 0      |                    |           | $           | 0        |                |           | $            | 1,985,347 |           |           | $ | 0        |          |           | $ | 1,985,347  |           
|                                                          |                                  |                                                         |        |                    |           |             |          |                |           |              |           |           |           |   |          |          |           |   |            |           
|                                                          |                                  | Net income (loss)                                       |        | $                  | (1,488    | )           |          | $              | (41,575   | )            |           | $         | 1,844,157 |   |          | $        | (355,639  | ) |            | $          | (55,724    | )
|                                                          |                                  |                                                         |        |                    |           |             |          |                |           |              |           |           |           |   |          |          |           |   |            |           
|                                                          |                                  | Net income (loss) per share,
basic and diluted (Note 2) |        | $                  | (0.00     | )           |          | $              | (0.02     | )            |           | $         | 0.87      |   |          | $        | (0.17     | ) |            | $          | (0.03      | )
|                                                          |                                  |                                                         |        |                    |           |             |          |                |           |              |           |           |           |   |          |          |           |   |            |           
|                                                          |                                  | Average number of
shares of common
stock outstanding    |        |                    | 2,199,881 |             |          |                | 2,100,000 |              |           |           | 2,108,757 |   |          |          | 2,100,000 |   |            |            | 2,106,023  |  
|                                                          |                                  |                                                         |        |                    |           |             |          |                |           |              |           |           |           |   |          |          |           |   |            |           

See Accompanying Notes to Financial Statements.

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DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS EQUITY
See Accountants Report
(Restated)

|                                                                                 |  |              |           |            |  |             |       |       |  |   |   |  |  |             |            |  
|-------------------------------------------------------------------------------- |  | ------------ | --------- | ---------- |  | ----------- | ----- | ----- |  | - | - |  |  | ----------- | ---------- | -
|                                                                                 |  |              |           |            |  |             |       |       |  |   |   |  |  | Accumulated
|                                                                                 |  |              |           |            |  |             |       |       |  |   |   |  |  | (Deficit)  
|                                                                                 |  | Common Stock |           | Additional |  | During     
|                                                                                 |  |              |           | Paid-In    |  | Development
|                                                                                 |  | Shares       |           | Amount     |  | Capital     |       | Stage
|                                                                                 |  |              |           |            |  |             |       |      
|Balance, December 31, 1999                                                       |  |              | 2,100,000 |            |  | $           | 2,100 |       |  | $ | 0 |  |  | $           | (1,542,754 | )
|Net (loss), December 31, 2000                                                    |  |              |           |            |  |             |       |       |  |   |   |  |  |             | (355,639   | )
|                                                                                 |  |              |           |            |  |             |       |       |  |   |   |  |  |             |            |  
|Balance, December 31, 2000                                                       |  |              | 2,100,000 |            |  | $           | 2,100 |       |  | $ | 0 |  |  | $           | (1,898,393 | )
|Issuance of common stock, pursuant
to bankruptcy order, issued
November 29, 2001 |  |              | 99,881    |            |  |             | 100   |       |  |   |   |  |  |             | (100       | )
|Net income, December 31, 2001                                                    |  |              |           |            |  |             |       |       |  |   |   |  |  |             | 1,844,157  |  
|                                                                                 |  |              |           |            |  |             |       |       |  |   |   |  |  |             |            |  
|Balance, December 31, 2001                                                       |  |              | 2,199,881 |            |  | $           | 2,200 |       |  |   | 0 |  |  |             | (54,336    | )
|Net (loss), March 31, 2002                                                       |  |              |           |            |  |             |       |       |  |   |   |  |  |             | (1,488     | )
|                                                                                 |  |              |           |            |  |             |       |       |  |   |   |  |  |             |            |  
|Balance, March 31, 2002                                                          |  |              | 2,199,881 |            |  | $           | 2,200 |       |  | $ | 0 |  |  | $           | (55,824    | )
|                                                                                 |  |              |           |            |  |             |       |       |  |   |   |  |  |             |            |  

See Accompanying Notes to Financial Statements.

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DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
See Accountants Report
(Restated)

|                                                        |                                                                                               |                                                                                      |   |                    |   |             |   |                |   |              |   |            |         |   |   |          |          |   |   |            |            |  
|------------------------------------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------ | - | ------------------ | - | ----------- | - | -------------- | - | ------------ | - | ---------- | ------- | - | - | -------- | -------- | - | - | ---------- | ---------- | -
|                                                        |                                                                                               |                                                                                      |   | Three Months Ended |   | Years Ended |   | Sept. 10, 1996
|                                                        |                                                                                               |                                                                                      |   |                    |   |             |   | (inception) to
|                                                        |                                                                                               |                                                                                      |   | March 31,          |   | March 31,   |   | December 31,   |   | December 31, |   | March 31, 
|                                                        |                                                                                               |                                                                                      |   | 2002               |   | 2001        |   | 2001           |   | 2000         |   | 2002      
|                                                        |                                                                                               |                                                                                      |   |                    |   |             |   |                |   |              |   |           
|Cash Flows From Operating Activities                    |                                                                                               |                                                                                      |   |                    |   |             |   |                |   |              |   |            |         |   |   |          |          |   |   |           
|                                                        | Net income (loss)                                                                             |                                                                                      | $ | (1,488             | ) |             | $ | (41,575        | ) |              | $ | 1,844,157  |         |   | $ | (355,639 | )        |   | $ | (55,724    | )         
|                                                        | Adjustments to reconcile net
income (loss) to cash provided
by (used in operating activities: |                                                                                      |   |                    |   |             |   |                |   |              |   |            |         |   |   |          |          |   |   |            |           
|                                                        | Extraordinary gain on prepetition
debt discharge                                              |                                                                                      |   | 0                  |   |             |   | 0              |   |              |   | (1,985,347 | )       |   |   | 0        |          |   |   | (1,985,347 | )         
|                                                        | Reorganization items                                                                          |                                                                                      |   |                    |   |             |   |                |   |              |   |            |         |   |   |          |          |   |   |            |           
|                                                        |                                                                                               | Professional fees                                                                    |   |                    | 0 |             |   |                | 0 |              |   |            | 30,858  |   |   |          | 0        |   |   |            | 30,858     |  
|                                                        | Changes in assets and liabilities                                                             |                                                                                      |   |                    |   |             |   |                |   |              |   |            |         |   |   |          |          |   |   |            |           
|                                                        | Increase in accounts payable and
accrued expenses (pre-petition)                              |                                                                                      |   | 0                  |   |             |   | 40,500         |   |              |   | 107,121    |         |   |   | 254,792  |          |   |   | 386,913    |           
|                                                        | Increase in accounts payable and
accrued expenses (post-petition)                             |                                                                                      |   | 488                |   |             |   | 0              |   |              |   | 2,136      |         |   |   | 0        |          |   |   | 2,624      |           
|                                                        | Increase in officer advances
(pre-petition)                                                   |                                                                                      |   | 0                  |   |             |   | 1,075          |   |              |   | 1,075      |         |   |   | 847      |          |   |   | 17,576     |           
|                                                        | Increase in officer advances
(post-petition)                                                  |                                                                                      |   | 1,000              |   |             |   | 0              |   |              |   | 50,000     |         |   |   | 0        |          |   |   | 51,000     |           
|                                                        |                                                                                               |                                                                                      |   |                    |   |             |   |                |   |              |   |            |         |   |   |          |          |   |   |           
|                                                        |                                                                                               | Net cash provided by (used in)
operating activities before
reorganization activities |   | $                  | 0 |             |   | $              | 0 |              |   | $          | 50,000  |   |   | $        | (100,000 | ) |   | $          | (1,552,100 | )
|                                                        |                                                                                               |                                                                                      |   |                    |   |             |   |                |   |              |   |            |         |   |   |          |          |   |   |           
|(Decrease) to Cash Resulting from
Reorganization Items: |                                                                                               |                                                                                      |   |                    |   |             |   |                |   |              |   |            |         |   |   |          |          |   |   |           
|                                                        | Pre-petition claims paid
pursuant to plan                                                     |                                                                                      | $ | 0                  |   |             | $ | 0              |   |              | $ | (19,142    | )       |   | $ | 0        |          |   | $ | (19,142    | )         
|                                                        | Professional fees paid                                                                        |                                                                                      |   | 0                  |   |             |   | 0              |   |              |   | (30,858    | )       |   |   | 0        |          |   |   | (30,858    | )         
|                                                        |                                                                                               |                                                                                      |   |                    |   |             |   |                |   |              |   |            |         |   |   |          |          |   |   |           
|                                                        |                                                                                               | Net cash (used in)
reorganization activities                                         |   | $                  | 0 |             |   | $              | 0 |              |   | $          | (50,000 | ) |   | $        | 0        |   |   | $          | (50,000    | )
|                                                        |                                                                                               |                                                                                      |   |                    |   |             |   |                |   |              |   |            |         |   |   |          |          |   |   |           
|                                                        |                                                                                               | Net cash (used in)
operating activities                                              |   | $                  | 0 |             |   | $              | 0 |              |   | $          | 0       |   |   | $        | (100,000 | ) |   | $          | (1,602,100 | )
|                                                        |                                                                                               |                                                                                      |   |                    |   |             |   |                |   |              |   |            |         |   |   |          |          |   |   |           
|Cash Flows From Investing Activities                    |                                                                                               | $                                                                                    | 0 |                    |   | $           | 0 |                |   | $            | 0 |            |         | $ | 0 |          |          | $ | 0 |           
|                                                        |                                                                                               |                                                                                      |   |                    |   |             |   |                |   |              |   |            |         |   |   |          |          |   |   |           
|Cash
Flows From Financing Activities                    |                                                                                               |                                                                                      |   |                    |   |             |   |                |   |              |   |            |         |   |   |          |          |   |   |           
|                                                        |                                                                                               | Issuance of common stock                                                             |   | $                  | 0 |             |   | $              | 0 |              |   | $          | 0       |   |   | $        | 0        |   |   | $          | 2,100      |  
|                                                        |                                                                                               | Proceeds from notes payable                                                          |   |                    | 0 |             |   |                | 0 |              |   |            | 0       |   |   |          | 100,000  |   |   |            | 1,600,000  |  
|                                                        |                                                                                               |                                                                                      |   |                    |   |             |   |                |   |              |   |            |         |   |   |          |          |   |   |           
|                                                        |                                                                                               | Net cash provided by
financing activities                                            |   | $                  | 0 |             |   | $              | 0 |              |   | $          | 0       |   |   | $        | 100,000  |   |   | $          | 1,602,100  |  
|                                                        |                                                                                               |                                                                                      |   |                    |   |             |   |                |   |              |   |            |         |   |   |          |          |   |   |           
|                                                        |                                                                                               | Net increase (decrease) in
cash and cash equivalents                                 |   | $                  | 0 |             |   | $              | 0 |              |   | $          | 0       |   |   | $        | 0        |   |   | $          | 0          |  

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##### Table of Contents



DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
See Accountants Report
(Restated)

|                                                                     |                                       |   |                    |   |             |   |                |   |              |   |           |           |  |   |   |   |  |   |   |           | 
|-------------------------------------------------------------------- | ------------------------------------- | - | ------------------ | - | ----------- | - | -------------- | - | ------------ | - | --------- | --------- |  | - | - | - |  | - | - | --------- | 
|                                                                     |                                       |   | Three Months Ended |   | Years Ended |   | Sept. 10, 1996
|                                                                     |                                       |   |                    |   |             |   | (inception) to
|                                                                     |                                       |   | March 31,          |   | March 31,   |   | December 31,   |   | December 31, |   | March 31,
|                                                                     |                                       |   | 2002               |   | 2001        |   | 2001           |   | 2000         |   | 2002     
|                                                                     |                                       |   |                    |   |             |   |                |   |              |   |          
|Cash and cash equivalents,
beginning of period                       |                                       |   | 0                  |   |             |   | 0              |   |              |   | 0         |           |  |   | 0 |   |  |   | 0 |          
|                                                                     |                                       |   |                    |   |             |   |                |   |              |   |           |           |  |   |   |   |  |   |   |          
|Cash and cash equivalents,
end of period                             |                                       | $ | 0                  |   |             | $ | 0              |   |              | $ | 0         |           |  | $ | 0 |   |  | $ | 0 |          
|                                                                     |                                       |   |                    |   |             |   |                |   |              |   |           |           |  |   |   |   |  |   |   |          
|Supplemental Schedule of Non-Cash Investing and Financing Activities |                                       |   |                    |   |             |   |                |   |              |   |           |           |  |   |   |   |  |   |   |          
|                                                                     | Discharge of short term
notes payable |   | $                  | 0 |             |   | $              | 0 |              |   | $         | 100,000   |  |   | $ | 0 |  |   | $ | 100,000   | 
|                                                                     | Discharge of long term
notes payable  |   |                    | 0 |             |   |                | 0 |              |   |           | 1,500,000 |  |   |   | 0 |  |   |   | 1,500,000 | 

See Accompanying Notes to Financial Statements.

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##### Table of Contents






DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2002 and December 31, 2001 and 2000

Note 1. Nature of Business and Significant Accounting Policies

Nature of business:

Discovery Investments, Inc. (Company) was organized September 10, 1996
under the laws of the State of Nevada. The Company currently has no
operations and, in accordance with Statement of Financial Accounting
Standard (SFAS) No. 7, Accounting and Reporting by Development Stage
Enterprises, is considered a development stage company.

On August 9, 2001 (Petition Date), the Company filed a voluntary
petition for Chapter 11 protection pursuant to the United States
Bankruptcy Code. As of that date, The United States Bankruptcy Court for
the District of Nevada (Bankruptcy Court) assumed jurisdiction over the
assets of the Company. On September 24, 2001, the Bankruptcy Court
confirmed the Disclosure Statement and Plan of Reorganization (the
Plan) submitted by the Debtors. On September 24, 2001 the Plan became
effective.

A summary of the Companys significant accounting policies is as follows:

Basis of Presentation

The Company implemented guidance provided by the American Institute of
Certified Public Accountants Statement of Position 90-7 Financial
Reporting By Entities in Reorganization Under the Bankruptcy Code
(AICPA SOP 90-7) as of September 30, 2001. Accordingly, the Companys
financial statements for the periods prior to September 30, 2001 are not
comparable to financial statements presented on or subsequent to
September 30, 2001.

Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.

Cash

For the Statements of Cash Flows, all highly liquid investments with
maturity of three months or less are considered to be cash equivalents.
There were no cash equivalents as of March 31, 2002 and December 31, 2001
and 2000.

Income taxes

Income taxes are provided for using the liability method of accounting in
accordance with SFAS No. 109 Accounting for Income Taxes.A deferred
tax asset or liability is recorded for all temporary differences between
financial and tax reporting. Temporary differences are the differences
between the reported amounts of assets and liabilities and their tax
basis. Deferred tax assets are reduced by a valuation allowance when, in
the

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DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2002 and December 31, 2001 and 2000

Note 1. Nature of Business and Significant Accounting Policies (continued)

opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized. Deferred tax assets
and liabilities are adjusted for the effect of changes in tax laws and
rates on the date of enactment.

Reporting on costs for start-up activities

Statement of Position 98-5 (SOP 98-5), Reporting on the Costs of
Start-Up Activitieswhich provides guidance on the financial reporting
of start-up and organization costs, requires most costs of start-up
activities and organization costs to be expensed as incurred. With the
adoption of SOP 98-5, there has been little to no effect on the Companys
financial statements.

Year end

The Company originally selected March 31 for its fiscal year end. In
2000, the Company changed its fiscal year end to December 31.

Note 2. Restructuring Items

Pursuant to he Disclosure Statement and Plan of Reorganization becoming
effective September 24, 2001, all general unsecured claims were
discharged in exchange for cash payments totaling $50,000. An impaired
interest holder-shareholder paid $30,858 for the Chapter 11
administrative claims. The remaining $19,142 was distributed to the
Class One impaired creditors on a pro-rata basis, along with a pro-rata
share of unregistered common stock, not to exceed 100,000 shares, of the
Debtor.

The discharge of debt has been reflected in the accompanying December 31,
2001 financial statements. The Companys post-reorganization balance
sheet as of September 24, 2001 becomes the opening balance sheet for the
reorganized Company, as reflected in the following table:

|                                     |                          |   |                                                  |         |           |   |         |          |   |   |   |        | 
|------------------------------------ | ------------------------ | - | ------------------------------------------------ | ------- | --------- | - | ------- | -------- | - | - | - | ------ | 
|                                     |                          |   | Adjustments to Record the Plan of Reorganization
|                                     |                          |   |                                                 
|                                     |                          |   | Balance                                          |         | Debt      |   | Balance
|                                     |                          |   | Sheet                                            |         | Discharge |   | Sheet  
|                                     |                          |   |                                                  |         |           |   |        
|ASSETS                               |                          | $ | 0                                                |         |           | $ | 0       |          |   | $ | 0 |       
|                                     |                          |   |                                                  |         |           |   |         |          |   |   |   |       
|LIABILITIES AND STOCKHOLDERS EQUITY |                          |   |                                                  |         |           |   |         |          |   |   |   |       
|Current Liabilities                  |                          |   |                                                  |         |           |   |         |          |   |   |   |       
|                                     | Accounts payable         |   | $                                                | 19,182  |           |   | $       | 30,858   |   |   | $ | 50,000 | 
|                                     |                          |   |                                                  |         |           |   |         |          |   |   |   |       
|Liabilities Subject to Compromise    |                          |   |                                                  |         |           |   |         |          |   |   |   |       
|                                     | Short term notes payable |   | $                                                | 100,000 |           |   | $       | (100,000 | ) |   | $ | 0      | 

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##### Table of Contents



DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2002 and December 31, 2001 and 2000

Note 2. Restructuring Items (continued)

|                                           |                     |   |            |            |   |   |            |            |   |   |         |         |  
|------------------------------------------ | ------------------- | - | ---------- | ---------- | - | - | ---------- | ---------- | - | - | ------- | ------- | -
|                                           | Accounts payable    |   |            | 82,160     |   |   |            | (82,160    | ) |   |         | 0       |  
|                                           | Interest payable    |   |            | 284,753    |   |   |            | (284,753   | ) |   |         | 0       |  
|                                           | Officers advances  |   |            | 17,576     |   |   |            | (17,576    | ) |   |         | 0       |  
|                                           | Notes payable       |   |            | 1,500,000  |   |   |            | (1,500,000 | ) |   |         | 0       |  
|                                           |                     |   |            |            |   |   |            |            |   |   |         |        
|Total Liabilities Subject to Compromise    |                     | $ | 1,984,489  |            |   | $ | (1,984,489 | )          |   | $ | 0       |        
|                                           |                     |   |            |            |   |   |            |            |   |   |         |        
|Total Liabilities                          |                     | $ | 2,003,671  |            |   | $ | (1,953,631 | )          |   | $ | 50,000  |        
|                                           |                     |   |            |            |   |   |            |            |   |   |         |        
|Stockholders Equity                       |                     |   |            |            |   |   |            |            |   |   |         |        
|                                           | Common Stock        |   | $          | 2,100      |   |   | $          | 0          |   |   | $       | 2,100   |  
|                                           | Accumulated Deficit |   |            | (2,005,771 | ) |   |            | (1,953,631 | ) |   |         | (52,100 | )
|                                           |                     |   |            |            |   |   |            |            |   |   |         |        
|Total Stockholders Equity                 |                     | $ | (2,003,671 | )          |   | $ | (1,953,631 | )          |   | $ | (50,000 | )      
|                                           |                     |   |            |            |   |   |            |            |   |   |         |        
|Total Liabilities and Stockholders Equity |                     | $ | 0          |            |   | $ | 0          |            |   | $ | 0       |        
|                                           |                     |   |            |            |   |   |            |            |   |   |         |        

The following proforma statements of operations reflect the results of
operations as if the reorganization had been effective December 31, 2000.

PRO FORMA STATEMENTS OF INCOME

|                                                          |                  |                                                  |           |                                      |           |             |            |          |            |   |          |         |          |  
|--------------------------------------------------------- | ---------------- | ------------------------------------------------ | --------- | ------------------------------------ | --------- | ----------- | ---------- | -------- | ---------- | - | -------- | ------- | -------- | -
|                                                          |                  |                                                  |           | For the Year Ended December 31, 2001
|                                                          |                  |                                                  |           |                                     
|                                                          |                  |                                                  |           | As Reported                          |           | Adjustments |            | Proforma
|                                                          |                  |                                                  |           |                                      |           |             |            |         
|Revenues                                                  |                  | $                                                | 0         |                                      |           | $           | 0          |          |            | $ | 0        |        
|Cost of revenue                                           |                  |                                                  | 0         |                                      |           |             | 0          |          |            |   | 0        |        
|                                                          |                  |                                                  |           |                                      |           |             |            |          |            |   |          |        
|                                                          | Gross profit     |                                                  | $         | 0                                    |           |             | $          | 0        |            |   | $        | 0       |         
|General, selling and
administrative expenses              |                  |                                                  | 11,579    |                                      |           |             | 0          |          |            |   | 11,579   |        
|                                                          |                  |                                                  |           |                                      |           |             |            |          |            |   |          |        
|                                                          | Operating (loss) |                                                  | $         | (11,579                              | )         |             | $          | 0        |            |   | $        | (11,579 | )       
|Nonoperating income (expense)                             |                  |                                                  |           |                                      |           |             |            |          |            |   |          |        
|                                                          | Interest expense |                                                  |           | (98,753                              | )         |             |            | 0        |            |   |          | (98,753 | )       
|                                                          |                  |                                                  |           |                                      |           |             |            |          |            |   |          |        
|(Loss) before reorganization items
and extraordinary item |                  | $                                                | (110,332  | )                                    |           | $           | 0          |          |            | $ | (110,332 | )      
|Reorganization items (Note 2)                             |                  |                                                  | (30,858   | )                                    |           |             | 30,858     | (1)      |            |   | 0        |        
|                                                          |                  |                                                  |           |                                      |           |             |            |          |            |   |          |        
|(Loss) before extraordinary item                          |                  | $                                                | (141,190  | )                                    |           | $           | 30,858     |          |            | $ | (110,332 | )      
|Extraordinary gain on prepetition debt
discharge (Note 2) |                  | $                                                | 1,985,347 |                                      |           | $           | (1,985,347 | )(2)     |            | $ | 0        |        
|                                                          |                  |                                                  |           |                                      |           |             |            |          |            |   |          |        
|                                                          |                  | Net income (loss)                                |           | $                                    | 1,844,157 |             |            | $        | (1,954,489 | ) |          | $       | (110,332 | )
|                                                          |                  |                                                  |           |                                      |           |             |            |          |            |   |          |        
|                                                          |                  | Net (loss) per share, Basic
and diluted (Note 2) |           | $                                    | (0.87     | )           |            | $        | (0.93      | ) |          | $       | (0.05    | )
|                                                          |                  |                                                  |           |                                      |           |             |            |          |            |   |          |        



---

|(1) |  | Elimination of effect of reorganization items         
|--- |  | ------------------------------------------------------
|   
|   
|   
|   
|(2) |  | Elimination of the gain on pre-petition debt discharge

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DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2002 and December 31, 2001 and 2000

Note 3. Reorganization Items

Reorganization Items consisted of the following for the month ended March
31, 2002 and years ended December 31, 2001 and 2000:

|                  |  |           |   |              |  |              |        |  |  |   |   | 
|----------------- |  | --------- | - | ------------ |  | ------------ | ------ |  |  | - | - | 
|                  |  | March 31, |   | December 31, |  | December 31,
|                  |  | 2002      |   | 2001         |  | 2000        
|                  |  |           |   |              |  |             
|Professional Fees |  | $         | 0 |              |  | $            | 30,858 |  |  | $ | 0 | 
|                  |  |           |   |              |  |              |        |  |  |   |   | 

Note 4. Stockholders Equity

Common stock

The authorized common stock of the Company consists of 25,000,000 shares
with par value of $0.001. On September 15, 1996, the Company authorized
and issued 21,000 shares of its no par value common stock in
consideration of $2,100 in cash.

On March 15, 1999, the State of Nevada approved the Companys amended
Articles of Incorporation, which increased its capitalization from 25,000
common shares to 25,000,000 common shares. The no par value was changed
to $0.001 per share. Also, on March 15, 1999, the Companys shareholders
approved a forward split of its common stock at one hundred shares for
one share of the existing shares. The number of common stock shares
outstanding increased from 21,000 to 2,100,000. Prior period
information has been restated to reflect the stock split.

As part of the reorganization explained in Note 2, the Company issued
99,881shares of stock to the Class One impaired creditors on November 29,
2001

The Company has not authorized any preferred stock.

Net loss per common share

Net loss per share is calculated in accordance with SFAS No. 128,
Earnings Per Share. The weighted-average number of common shares
outstanding during each period is used to compute basic loss per share.
Diluted loss per share is computed using the weighted averaged number of
shares and dilutive potential common shares outstanding. Dilutive
potential common shares are additional common shares assumed to be
exercised.

Basic net loss per common share is based on the weighted average number
of shares of common stock
outstanding for the three months ended March 31, 2001 and 2000 was
2,199,881, and 2,100,000, respectively, for the years ended December 31,
2001 and 2000, 2,108,757 and 2,100,000, respectively, and 2,106,023 since
inception. As of March 31, 2002 and December 31, 2001 and 2000 and since
inception, the Company had no dilutive potential common shares.

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DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2002 and December 31, 2001 and 2000

Note 5. Income Taxes

There is no provision for income taxes for the period ended March 31,
2002, due to the net loss and no state income tax in Nevada, the state of
the Companys domicile and operations. The Companys total deferred tax
asset as of March 31, 2002 is as follows:

|                                 |  |   |        |  
|-------------------------------- |  | - | ------ | -
|Net operating loss carry forward |  | $ | 3,634  |  
|Valuation allowance              |  | $ | (3,634 | )
|                                 |  |   |        |  
|Net deferred tax asset           |  | $ | 0      |  

The net federal operating loss carry forward will expire in 2020. This
carry forward may be limited upon the consummation of a business
combination under IRC Section 381.

For financial reporting purposes, the Company reported an extraordinary
gain in the amount of $1,984,489 resulting from the cancellation of
indebtedness that occurred from the bankruptcy discharge on the effective
date. Pursuant to Section 1087 of the Internal Revenue Code, this
extraordinary gain is excluded from income taxation and certain tax
attributes of the Company are eliminated or reduced, up to the amount of
such income excluded from taxation. As a result, the Companys net
operating loss carryforwards were reduced by the $1,984,489

Note 6. Going Concern

The Companys financial statements are prepared in accordance with
generally accepted accounting principles applicable to a going concern.
This contemplates the realization of assets and the liquidation of
liabilities in the normal course of business. Currently, the Company
does not have significant cash of other material assets, nor does it have
operations or a source of revenue sufficient to cover its operation costs
and allow it to continue as a going concern. Until the Company has
sufficient operations, the officers and directors have committed to
advancing the operating costs of the company.

Note 7. Related Party Transactions

The Company neither owns nor leases any real or personal property. The
resident agent of the corporation provides office services without
charge. Such costs are immaterial to the financial statements and
accordingly, have not been reflected therein. The officers and directors
for the Company are involved in other business activities and may, in the
future, become involved in other business opportunities. If a specific
business opportunity becomes available, such persons may face a conflict
in selecting between the Company and their other business interest. The
Company has not formulated a policy for the resolution of such conflicts.

Note 8. Warrants and Options

There are no warrants or options outstanding to acquire any additional shares of
common stock of the Company.

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##### Table of Contents



DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2002 and December 31, 2001 and 2000

Note 9. Subsequent Events

Acquisition of Bycom Media, Inc.

On April 29, 2002, the Company entered into a Plan and Agreement of
Reorganization (the Plan) with Bycom Media, Inc., an Ontario, Canada
corporation (Bycom). Pursuant to the Plan, the Company acquired all
the outstanding shares of Bycom for 4,800,000 shares of Company stock.
Bycom became a wholly owned subsidiary of the Company. The closing of
the purchase of Bycom occurred on May 5, 2002.

Bycom is engaged in multimedia applications for internet-based
businesses. Utilizing business search tools and databases, Bycom will be
able to locate and access global business information. Bycom intends to
use its technology in order to enter into various business combinations
with entities that offer products or services that are susceptible to
internet marketing. As an alternative, Bycom will also sell, for a fee,
this information and will act as an out-source provider of information.
As an out-source provider, the information will be cost-effective for
the user. This is because the customer typically lacks the technology
expertise, capital, personnel or ability to bear the time to market and
operating risk to install, maintain and monitor business information.
Bycom for itself and for its customers will provide personnel who are
readily available to respond to technical issues and marketing issues,
and who can assist in developing and implementing the effective use of
the business search tools and data base.

Stock Dividend

On April 25, 2002, the sole director of the Company adopted a resolution
that resulted in a stock dividend. For stockholders of record on May 5,
2002, the Company will issue 2.5 shares for each shares owned. In lieu
of issuing a fractional share certificate, the Company shall round up to
a full share. This resulted in approximately 24,499,600 shares
outstanding as of May 6, 2002.

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|Item II | Managements Discussion and Analysis of Financial Condition and Results of
Operations
|------- | -------------------------------------------------------------------------------------

As of March 31, 2002, the Company had no current business activities and had no
assets or operations. Pursuant to an agreement entered into as of April 29, 2002, the
Company acquired all of the issued and outstanding shares of stock of
Bycom Media Inc., an Ontario, Canada corporation. The closing occurred on May 5, 2002. See
Note 9. Subsequent Events. Notes to Financial Statements contained in Item 1 above.

Bycom Media Inc. is engaged in multimedia applications for internet-based
businesses. Utilizing business search tools and databases, Bycom Media Inc. will be able to
locate and access global business information. Bycom Media Inc. intends to use its technology
in order to enter into various business combinations with entities who offer products or
services which are susceptible to internet marketing. As an alternative, Bycom Media Inc.
will also sell, for a fee, this
information and will act as an out-source provider of information. As an out-source
provider, the information will be cost-effective for the user. This is because the customer
typically lacks the technology expertise, capital, personnel or ability to bear the time to
market and operating risk to install, maintain and monitor business information. Bycom Media
Inc. for itself and for its customers will provide personnel who are readily available to
respond to technical issues and marketing
issues, and who can assist in developing and implementing the effective use of the business
search tools and data base.

The Company is dependent upon its sole officer to meet any de minimis costs
which it may incur. Donald Bell, an officer and director of the Company, has agreed to
provide the necessary funds, without interest, for the Company to comply with the Securities
Exchange Act of 1934, as amended; provided that he is an officer and director of the Company
when the obligation is incurred.

Since the Company had no operating history nor any revenues or earnings from
operations as of March 31, 2002 and

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currently has limited assets or financial resources, the
Company will in all likelihood continue to sustain operating expenses without corresponding
revenues. This may result in the Company incurring a net operating loss which will increase
continuously until the Company can implement its business plan.

This discussion may contain certain forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Actual results could
differ materially from those forward-looking statements. The factors that may cause actual
results to differ materially is that the Company has no arrangement, agreement or
understanding with respect to engaging in a merger with, joint venture with or acquisition
of, a private or public company and that there can be no assurance that the Company will be
successful in identifying and evaluating suitable business opportunities or completing a
business combination.






|Item III | Qualitative and Quantitative Disclosures About Market Risk.
|-------- | -----------------------------------------------------------

The Company has neither considered or conducted any research concerning
qualitative and quantitative market risk.




PART II

OTHER INFORMATION




Item 1  Legal Proceedings

None




Item 2  Changes in the Rights of the Companys Security Holders

None




Item 3   Defaults by the Company on its Senior Securities

None




Item 4   Submission of Matter to Vote of Security Holders

None




Item 5   Other Information

(a)  Board Meeting

The board held one meeting during the current quarter, which was a special
meeting by written consent.

(b)  Committees

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The board of directors has not established any audit committee. In
addition, the Company does not have any other compensation or executive or
similar committees. The Company recognizes that an audit committee, when
established, will play a critical role in the financial reporting system of the
Company by overseeing and monitoring managements and the independent auditors
participation in the financial reporting process. At such time as the Company
establishes an audit committee, its additional disclosures with the Companys
auditors and management may promote investor confidence in the integrity of the
financial reporting process.

Until such time as an audit committee has been established, the full board
of directors will undertake those tasks normally associated with an audit
committee to include, but not by way of limitation, the (i) review and
discussion of the audited financial statements with management, (ii)
discussions with the independent auditors the matters required to be
discussed by the Statement On Auditing Standards No. 61, as may be
modified or supplemented, and (iii) receive from the auditors disclosures
regarding the auditors Independents Standards Board Standard No. 1, as may be
modified or supplemented.




Item 6  Exhibits and Reports on Form 8-K

There were no reports on Form 8-K filed during the quarter for which this
report is filed. The following exhibit is filed with this report:

|     |  |                                
|---- |  | -------------------------------
|23.1 |  | Consent of Kyle L. Tingle, CPA.




SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

|                    |                             |                
|------------------- | --------------------------- | ---------------
|Dated: May 29, 2002 | DISCOVERY INVESTMENTS, INC.
|                   
|                    | By:                         | /s/ Donald Bell
|                    |                            
|                    | Donald Bell
President      

-17-